FORM OF INVESTMENT SUB-ADVISORY AGREEMENT between VICTORY CAPITAL MANAGEMENT INC. and PARK AVENUE INSTITUTIONAL ADVISERS LLCInvestment Sub-Advisory Agreement • March 17th, 2016 • Victory Portfolios • New York
AGREEMENT made effective as of the [·] day of [·], 2016, by and between Park Avenue Institutional Advisers LLC, a Delaware limited liability company (the “Sub-Adviser”), and Victory Capital Management Inc., a New York corporation (the “Adviser”), on behalf of each Fund listed on Annex A (each a “Fund”), a separate series of Victory Portfolios (the “Trust”), a Delaware statutory trust, individually and not jointly. This Agreement applies to each Fund as if it is the subject of a separate agreement.
FORM OF SUB-ADVISORY AGREEMENTSub-Advisory Agreement • March 17th, 2016 • Victory Portfolios • New York
This Agreement (the “Agreement”) is made this [·] day of [·], 2016, by and between Victory Capital Management Inc., a New York corporation (“Adviser”), and SailingStone Capital Partners LLC, a Delaware limited liability company (“Sub-adviser”). The Adviser and the Sub-adviser are each referred to herein as a “Party” to this Agreement.
FORM OF INVESTMENT ADVISORY AGREEMENT between VICTORY PORTFOLIOS and VICTORY CAPITAL MANAGEMENT INC.Investment Advisory Agreement • March 17th, 2016 • Victory Portfolios • Delaware
AGREEMENT made as of the [·] day of [·], 2016, by and between Victory Portfolios (the “Trust”), a Delaware statutory trust which may issue one or more series of shares of beneficial interest, and Victory Capital Management Inc., a New York corporation (the “Adviser”).
FORM OF NOVATION AGREEMENTNovation Agreement • March 17th, 2016 • Victory Portfolios • Massachusetts
This Agreement, dated as of [·], 2016, is entered into by and among State Street Bank and Trust Company, a Massachusetts trust company (“State Street”), each RS management investment company identified on Appendix A hereto (each, an “RS Fund”), and each Victory registered investment company identified on Appendix A hereto (each, a “Victory Fund”), and is to become effective as of [·], 2016 (the “Effective Date”).
